【BSTEAD 2771 交流专区】莫实得

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Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	BOUSTEAD HOLDINGS BERHAD ("BHB" OR "COMPANY")MEMORANDUM OF UNDERSTANDING WITH SINOHYDRO BUREAU 9 CO., LTD. INTERNATIONAL COMPANY
1.         INTRODUCTION The Board of BHB is pleased to announce that on 18 November 2021, the Company entered into a Memorandum of Understanding ("MOU") with Sinohydro Bureau 9 Co., Ltd. International Company (“Sinohydro”). BHB and Sinohydro are hereinafter collectively referred to as "the Parties". 2.         INFORMATION ON SINOHYDRO Sinohydro is a wholly owned subsidiary of Power Construction Corporation of China (“PowerChina”) (a Chinese Government Linked Company) established in the People’s Republic of China (“PRC”). The PowerChina Group is a market leader in engineering and construction projects and is also the driving force behind PRC’s industrial development. The PowerChina Group provides one-stop services of engineering, purchasing, implementation and operation of projects of power, water conservancy, transport infrastructure and civil works such as public and private buildings or facilities that comprise key points of local economic development. Sinohydro, being PowerChina’s key international brand, is the flagship business and contributes over 50% of international revenue to the PowerChina Group. Further, Sinohydro has 6 main regional offices located in East & Southern Africa, Middle East & North Africa, Central & West Africa, Europe, Asia Pacific, Americas, that supervises further 162 operating companies in 108 countries. 3.         DETAILS OF THE MOU 3.1       Objectives The purpose of this MOU is to provide the framework for any future binding agreement regarding the collaboration agreement between Sinohydro and BHB. 3.2       Salient terms The Parties are desirous of entering into the MOU to declare their respective intentions and to establish a basis of co-operation and collaboration between the Parties in accordance with the Parties’ needs and financial capacity. The salient terms of the MOU are as follows: a.     Parties Roles: 1.     The potential to develop land base solar farm in BHB Group’s available land and floating solar to boost the country’s renewable energy, envisaged in the following options: i)      By BHB Group’s participation in LSS and Sinohydro as EPC contractor; ii)      Potential creation of ecosystem of energy independence with roof-top solar business for commercial building, factory and residential. In this proposal, BHB will become the power supplier that has the right to sell electricity to the grid and/or directly to the public or commercial spaces. Whilst, Sinohydro will be a project financing partner and the EPC contractor. 2.     Malaysia being the third largest photovoltaic cell producer in the world, BHB Group would like to explore solar manufacturing whereby, BHB Group to become a manufacturer to produce photovoltaic products and Sinohydro will collaborate as strategic technology and marketing partner. 3.      BHB Group to explore with Sinohydro on Solar Battery Storage Solutions and developing a Waste to Energy Plant as new potential renewable energy project. 4.      In addition BHB Group will explore and propose to Sinohydro other projects including but not limited to water irrigation and conservation, railway (and subway), road, airport, housing construction, water environment treatment, urban infrastructure construction, and large-scale civil engineering and construction projects. b.      The duration of the MOU is one (1) year effective from the date of signing, unless mutually agreed otherwise by the Parties. c.       Each party will bear its own costs and expenses in relation to the MOU, unless mutually decided otherwise by the Parties. 4.         FINANCIAL EFFECTS OF THE MOU The MOU is expected not to have any material effect on the earnings of the BHB Group for the financial year ending 31 December 2021, but will contribute positively to its future earnings. 5.         DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST None of the Directors or major shareholders of BHB or any persons connected to them has any interest, direct or indirect, in the MOU. 6.         STATEMENT BY DIRECTORS The Board of Directors of BHB is of the opinion that the signing of the MOU is in the best interest of the Company. 7.         APPROVALS OF SHAREHOLDERS AND THE RELEVANT GOVERNMENT AUTHORITIES The MOU is not subject to the approval of the shareholders of the Company and any relevant government authorities. This announcement is dated 18 November 2021.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2021

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2021	30 Sep 2020	30 Sep 2021	30 Sep 2020
		$$'000	$$'000	$$'000	$$'000

1	Revenue	3,680,300	1,890,800	8,345,200	5,651,000
2	Profit/(loss) before tax	239,900	-14,300	442,400	-125,000
3	Profit/(loss) for the period	147,300	-35,000	277,300	-176,700
4	Profit/(loss) attributable to ordinary equity holders of the parent	55,700	-51,800	91,500	-198,600
5	Basic earnings/(loss) per share (Subunit)	2.75	-2.56	4.51	-9.80
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	1.5700		1.5400

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Type	Announcement
Subject	MEMORANDUM OF UNDERSTANDING
Description	BOUSTEAD DIGITAL SERVICES SDN BHD ("BDS" OR "COMPANY"), A WHOLLY-OWNED SUBSIDIARY OF BOUSTEAD HOLDINGS BERHAD ("BHB")MEMORANDUM OF UNDERSTANDING WITH THE HIVE SOUTHEAST ASIA GENERAL PARTNER LIMITED ("HIVE SEA") AND AIMCLOUD SDN BHD ("AIMCLOUD")
1.         INTRODUCTION The Board of BHB is pleased to announce that on 8 December 2021, the Company entered into a Memorandum of Understanding ("MOU") with The Hive Southeast Asia General Partner Limited (“HIVE SEA”) and Aimcloud Sdn Bhd (“AIMCLOUD”). BDS and HIVE SEA and AIMCLOUD are hereinafter collectively referred to as "the Parties". 2.         INFORMATION ON THE HIVE SOUTHEAST ASIA HIVE SEA is the general partner of The Hive Southeast Asia Fund I (the “Fund”), a private equity closed-end seed Limited Partnership fund that is domiciled in Malaysia. HIVE SEA is a selected VC fund managers under the Government of Malaysia’s Dana Penjana Nasional, a fund of funds programme that is administered by Penjana Kapital. HIVE SEA is a partnership between Tuas Capital Partners and The Hive, Palo Alto, California, USA (“THE HIVE US”). THE HIVE US is a venture studio that works actively with founders and corporates undertaking digital transformation to co-create, fund and launch startups focused on Artificial Intelligence whilst Tuas Capital Partners is a private investment group that invests regionally with a focus on the fintech space. 3.         INFORMATION ON AIMCLOUD SDN BHD AIMCLOUD is a technology company incorporated in Malaysia founded in 2014 with a principal business of providing technology and software development. AIMCLOUD specialized in software development projects and in delivering end-to-end development & testing services. 4.         DETAILS OF THE MOU 3.1       Objectives The purpose of this MOU is to provide the framework for any future binding agreement regarding the collaboration agreement between BDS, HIVE SEA and AIMCLOUD.   3.2       Salient terms The Parties are desirous of entering into the MOU to declare their respective intentions and to establish a basis of co-operation and collaboration between the Parties in accordance with the Parties’ needs and financial capacity. The salient terms of the MOU are as follows: a.     The primary purpose of the MOU is to record the understanding of the parties and to provide the platform and governance for the pooling of resources and expertise in achieving the co-creation of seed company. b.     The duration of the MOU is one (1) year effective from the date of signing, unless mutually agreed otherwise by the Parties. c.     Each party will bear its own costs and expenses in relation to the MOU, unless mutually decided otherwise by the Parties. 4.         FINANCIAL EFFECTS OF THE MOU The MOU is expected not to have any material effect on the earnings of the BHB Group for the financial year ending 31 December 2021, but will contribute positively to its future earnings. 5.         DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST None of the Directors or major shareholders of BHB or any persons connected to them has any interest, direct or indirect, in the MOU. 6.         STATEMENT BY DIRECTORS The Board of Directors of BHB is of the opinion that the signing of the MOU is in the best interest of the Company. 7.         APPROVALS OF SHAREHOLDERS AND THE RELEVANT GOVERNMENT AUTHORITIES The MOU is not subject to the approval of the shareholders of the Company and any relevant government authorities. This announcement is dated 8 December 2021.

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Type	Announcement
Subject	OTHERS
Description	LETTERS OF AWARD FROM BOUSTEAD NAVAL SHIPYARD SDN BHD ("BNS"), A SUBSIDIARY OF BOUSTEAD HOLDINGS BERHAD ("BHB" OR "THE COMPANY"), ISSUED TO CONTRAVES ADVANCED DEVICES SDN BHD ("CAD") AND CONTRAVES ELECTRODYNAMICS SDN BHD ("CED")
1. INTRODUCTION Reference is made to the announcements dated 9 April 2012, 2 October 2012, 14 March 2013, 22 April 2013, 31 May 2013, 11 November 2013, 12 November 2014 and 25 November 2014 in relation to various letters of award (“LOAs”) by BNS to CAD and/or CED, a wholly-owned subsidiary of CAD, pertaining to, amongst others, procurement, engineering, integration and supply of combat management system, fire control, communication system, ammunition, radars, torpedos and missiles in relation to the contract for the design, construct, equip, install, commission, integrate, test, trials and deliver of the 6 (six) Second Generation Patrol Vessels with Littoral Combat Ships capability for the Royal Malaysian Navy (“LCS Programme”). The Company wishes to announce that BNS had served a notice dated 23 August 2022 to CAD and CED (“Notice”) that the LOAs issued by BNS to CAD and/or CED under the LCS Programme are void. 2. ISSUER AND RECIPIENT OF THE LOAs (i) Background information of BNS, the issuer of the LOAs BNS was incorporated on 13 June 1990 in Malaysia under the Companies Act, 1965. The principal activities of BNS are construction, repair and maintenance of naval ships, weapons and electronics, design and engineering, fabrication of steel structures and commercial shipbuilding. The shareholders of BNS are BHB, Lembaga Tabung Angkatan Tentera (“LTAT”) and Perstim Industries Sdn Bhd, a wholly-owned subsidiary of Boustead Heavy Industries Corporation Berhad (“BHIC”) with 68.85%, 10.38% and 20.77% equity interest and one (1) fully paid special share held by Minister of Finance on behalf of Government of Malaysia. The current directors of BNS are Dato’ Ahmad Nazim Abd Rahman (“Dato’ Nazim”), Encik Izaddeen Daud, Laksamana Tan Sri Mohd Reza Mohd Sany, Tan Sri Dato’ Wira Aziah Ali and Encik Faisal @ Pisal Abdul Ghani. (ii) Background information of CAD and CED, the recipients of the LOAs CAD was incorporated on 27 October 1983 in Malaysia under the Companies Act, 1965. CAD is a 51%:49% joint venture company between BHIC Defence Technologies Sdn Bhd, a wholly-owned subsidiary of BHIC, and RD Investment AG. BHIC is a 65% owned subsidiary of BHB and listed on the Main Market of Bursa Malaysia Securities Berhad. The principal activity of CAD is manufacturing of electronic products and maintenance of military and defence equipment. The current directors of CAD are Dr. Salihin Abang, Vice Admiral Dato’ Syed Zahiruddin Putra Bin Syed Osman (R), both nominated by BHIC Defence Technologies Sdn. Bhd., Mr. Gordon Douglas Hargreave and Mr. Frank Theodor Hoffman, both nominated by RD Investment AG. CED was incorporated on 23 February 2012 in Malaysia under the Companies Act, 1965. CED is a wholly-owned subsidiary of CAD. The principal activity of CED is to provide and undertake system design, infrastructure and facilities, project management and integration works and services for the defence, commercial and industrial sectors, manufactures, installers, maintainers, repairers of and dealers in electrical and electronic appliances and apparatus. The current directors of CED are Dr. Salihin Abang and Mr. Gordon Douglas Hargreave. 3. RATIONALE FOR THE NOTICE The Board of Directors of BNS had perused the following reports: (i) the 14th Parliament Report by Public Accounts Committee’s on the “Perolehan Kapal Peronda Generasi Kedua – Littoral Combatant Ship (LCS) Bagi Tentera Laut DiRaja Malaysia”; (ii) the 'Laporan Jawatan Kuasa Siasatan Tadbir Urus, Perolehan dan Kewangan Kerajaan’ on the ‘Perolehan Second Generation Patrol Vessel (SGPV), Berkeupayaan Littoral Combatant Ship (LCS) Tentera Laut DiRaja Malaysia, Kementerian Pertahanan Malaysia’ dated 20 August 2019; and (iii) the Forensic Audit Report by Alliance IFA (M) Sdn Bhd on LCS Programme dated July 2020, and sought the advice from a legal adviser engaged by BNS in relation to the findings in the above reports. After taking into consideration the advice from the legal adviser, the Board of Directors of BNS has resolved and decided to serve the Notice in view of the LOAs are tainted with illegality, fraud, wrongdoing and/or are contrary to public policy and are, accordingly, void. 4. FINANCIAL, LEGAL AND OPERATIONAL EFFECTS Financial Effects The financial effects following the issuance of the Notice to BHB cannot be ascertained at this juncture. Nevertheless, the collective value of the LOAs that were awarded to CAD/CED were approximately RM3.34 billion. The value of the LOAs represents 36.58% out of the total contract value of RM9.13 billion of the LCS Programme. Since 9 April 2012, being the first LOA issued to CAD/CED, up to 31 December 2021, BNS has received invoices pertaining to the LOAs amounting to approximately RM2.41 billion in value (being 72.16% of total value of LOAs) from CAD/CED. Based on the audited financial statements of BNS as at 31 December 2021, the outstanding amount due to CAD/CED from the various LOAs was RM388.9 million. Legal implication BNS is presently taking legal advice on possible recourse available pursuant to the serving of the Notice to CAD and CED. Operational impact The Government of Malaysia has decided to continue with the LCS Programme. The scope of supply/services under the LOAs are expected to be continued by the Original Equipment Manufacturers (OEMs) and BNS has started to engage with them directly. Further announcement on the financial effects, legal and operational impact, if any, following the issuance of the Notice together with any material development in relation to the foregoing will be announced to Bursa Malaysia Securities Berhad in due course. 5. APPROVALS REQUIRED The Notice is not subject to the approval of any authority and/or the shareholders of BHB. 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors or major shareholders of the Company, or persons connected with them have any interest, direct or indirect, in the Notice. 7. STATEMENT OF DIRECTORS The Board of Directors of BHB, having taken into consideration all aspects of the Notice, is of the opinion that the serving of the Notice to CAD and CED is in the best interest of the Company. The Company shall continue to engage all relevant stakeholders to give its full cooperation in ensuring that the progress of LCS Programme will not be impacted pursuant to the Notice in the best interest of national security. This announcement is dated 2 September 2022.

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BOUSTEAD HOLDINGS BERHAD

Date of change	02 Mar 2023
Name	DATO' AHMAD NAZIM BIN ABD RAHMAN
Age	47
Gender	Male
Nationality	Malaysia
Type of change	Redesignation
Previous Position	Director
New Position	Chairman
Directorate	Non Independent and Non Executive

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Masters	Master of Public Affairs (Economics and Public Policy)	Institut d'Etudes Politiques de Paris - Sciences Po, Paris
2	Masters	Master of Laws (LL.M) (J William Fullbright Fellow)	Georgetown University, Washington DC
3	Degree	Bachelor of Laws (LL.B) (Honours)	International Islamic University Malaysia

Working experience and occupation

Ahmad Nazim is the Chief Executive of Lembaga Tabung Angkatan Tentera (LTAT). He has more than two decades of corporate, investment and restructuring experience across multiple geographies and industries. Prior to joining LTAT, he was the Managing Director for Southeast Asia of Allied Investment Partners, a UAE-based investment firm and served as CEO of Pelaburan MARA Berhad from 2013 and 2018. Ahmad Nazim has served on the Boards of statutory bodies, financial institutions and companies, listed and unlisted across various sectors. He has been a Commissioner and Chair of the Economic Committee of Energy Commission Malaysia and a Director of University of Malaya, National Bank of Abu Dhabi (Malaysia) Berhad, Perbadanan Tabung Pendidikan Tinggi Nasional (PTPTN) and Education Malaysia Global Services Sdn Bhd.Apart from Boustead Holdings Berhad, he is currently a Non-Independent Non-Executive Director of Boustead Heavy Industries Berhad, and Chairman of Boustead Naval Shipyard Sdn Bhd and Boustead Petroleum Marketing Sdn Bhd.

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Type	Announcement
Subject	TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description	RECEIPT OF NOTICE OF CONDITIONAL VOLUNTARY TAKE-OVER OFFER FROM UOB KAY HIAN SECURITIES (M) SDN BHD ON BEHALF OF LEMBAGA TABUNG ANGKATAN TENTERA ("OFFEROR")
The Board of Directors of Boustead Holdings Berhad ("BHB" or the "Offeree") ("Board") wishes to announce that the Board has on 2 March 2023 received a notice of conditional voluntary take-over offer ("Notice") from UOB Kay Hian Securities (M) Sdn Bhd, on behalf of the Offeror, to acquire all the remaining 822,510,779 ordinary shares in BHB ("BHB Share(s)"  or "Share(s)"), representing 40.58% of the total issued shares of BHB not already held by the Offeror ("Offer Share(s)") for a cash offer price of RM0.855 per Offer Share ("Offer Price") ("Offer"). A copy of the Notice is enclosed in this announcement and the same will be posted to the holders of the Offer Shares within 7 days from the date of this announcement. This announcement is dated 2 March 2023.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3333950

Attachments LTAT - Offer Notice (dated 02.03.2023).pdf

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Type	Announcement
Subject	TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description	BOUSTEAD HOLDINGS BERHAD ("BHB OR THE "OFFEREE")CONDITIONAL VOLUNTARY TAKE-OVER OFFER FROM UOB KAY HIAN SECURITIES (M) SDN BHD ON BEHALF OF LEMBAGA TABUNG ANGKATAN TENTERA ("OFFEROR")DISCLOSURE OF DEALINGS IN ACCORDANCE WITH PARAGRAPH 19.05 OF THE RULES
Unless otherwise defined, the abbreviations and definitions used in the announcement dated 2 March 2023 in relation to the Offer shall apply herein. Pursuant to paragraph 19.05 of the Rules, we wish to announce that the Offeror has dealt in the BHB Shares, details as follows: Date of transaction Name Nature of transaction Quantity (No. of shares) Transacted price* (RM) 03/03/2023 Lembaga Tabung Angkatan Tentera (LTAT) Acquisition from the open market 75,000,000 100,000,000 36,753,300 0.8547 0.8515 0.8545 Total 211,753,300 *Exclude brokerage fees and other incidental costs This announcement is dated 6 March 2023.

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BOUSTEAD HOLDINGS BERHAD

Particulars of substantial Securities Holder

Name	LEMBAGA TABUNG ANGKATAN TENTERA
Address	GROUND FLOOR, CHULAN TOWER NO. 3 JALAN CONLAY KUALA LUMPUR 50450 Wilayah Persekutuan Malaysia.
Company No.	ACT1011973
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary shares.

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	03 Mar 2023	211,753,300	Acquired	Direct Interest
	Name of registered holder	Lembaga Tabung Angkatan Tentera
	Address of registered holder	Ground Floor, Chulan Tower No. 3, Jalan Conlay 50450 Kuala Lumpur
	Description of "Others" Type of Transaction
2	06 Mar 2023	17,552,200	Acquired	Direct Interest
	Name of registered holder	Lembaga Tabung Angkatan Tentera
	Address of registered holder	Ground Floor, Chulan Tower No. 3, Jalan Conlay 50450 Kuala Lumpur
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Take-overs and mergers (Acquisition from the open market).
Nature of interest	Direct Interest
Direct (units)	1,433,782,718
Direct (%)	70.735
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change	1,433,782,718
Date of notice	07 Mar 2023
Date notice received by Listed Issuer	07 Mar 2023

Tony-Pua

（吉隆坡13日讯）莫实得控股（BSTEAD，2771，主板工业股）私有化活动接近尾声，其主要股东武装部队基金局（LTAT）持有该公司97.63%股权，从下周二（20日）起暂停交易。

武装部队基金局在周一结束对莫实得控股收购，从而根据上市要求第16.07条例，从大马交易所撤回其上市地位。

莫实得控股是大马历史最悠久的多元化企业之一，于1961年在大马交易所上市，现已发展成为拥有80多家上市和非上市子公司及联营企业，工业业务更是扩展到种植业、房产和工业、制药、重工业以及贸易、金融和投资。

公司股价在周一持平于85.5仙，市值为17亿2000万令吉。在宣布收购献议后，该公司从3月1日收报63仙上涨36.5%，至3月3日的83仙。迄今为止，股价已上涨37.9%。

武装部队基金局首席执行员拿督纳津拉曼在周一文告中表示，这项企业活动是基金局转型之旅的基石，相信该公司的商业价值将得到释放，其潜力有助加强基金局管理的资产，并能为会员带来更好的回酬。

“下一步便是通过加强基金局与莫实得控股在各级别的策略一致性，借此创造价值。基金局在今年3月以每股85.5仙自愿收购剩馀股权。而肯纳格投行在4月份独立顾问报告中表示，基金局的有条件自愿收购献议不公平但合理。

由于营运效率不佳，加上去年有一笔一次性种植资产脱手收入，莫实得控股2023财政年首季（截至3月31日止）按年由盈转亏，面对6280万令吉净亏损，去年同期录得2亿9030万令吉净利。该公司的首季营业额按年减少5.8%，至32亿3750万令吉。

莫实得控股